Orson Welles was just 49 when he started filming "Chimes at Midnight" in 1964, but he looked 70 â€” the age he was when he died, in 1985. Partly thatâ€™s due to make-up, and partly itâ€™s because he always seemed older than he was.

The movie, one of Wellesâ€™ finest works and a personal favorite of his, has been difficult to find outside of dodgy bootlegs until it was restored recently, and now it appears on shiny new Criterion DVD and Blu-ray editions. Itâ€™s essential viewing for fans of Welles and of Shakespeare, whose great comic-tragic buffoon Falstaff is at the filmâ€™s center, played by Welles as though he knew he might never again get such a juicy opportunity.

As director, Welles contended with a puny budget, which resulted in some infamous issues with dubbing. The words and the images arenâ€™t always in sync; sometimes the characters, played by stand-ins, face away from the camera to hide the fact that Welles didnâ€™t have a particular actor that day. None of this matters, though, because what comes through is Wellesâ€™ passion â€” and, of course, his genius, which presents here as creative workarounds. In the end, Chimes at Midnight is as radiant an example of film-love as any of Wellesâ€™ other train sets. Somehow, the movie gods smiled down on Wellesâ€™ efforts, and what could have been an embarrassing boondoggle takes its place as a classic.

Falstaff was close to Wellesâ€™ heart. At its core, Chimes at Midnight tells the story of an old scoundrel who loves a young man â€” Prince Hal (Keith Baxter), destined to become King Henry V â€” as though he were Falstaffâ€™s son. The young man must eventually reject Falstaff and the juvenile antics he represents, in order to earn the gravitas that being the king demands. That Falstaff understands this doesnâ€™t make the rejection any easier, and there may be no more heartbreaking moment in Wellesâ€™ career as an actor or as a director than when the former Hal rejects Falstaff and Falstaffâ€™s expression speaks of both pride and despair. The entire dark, stylized movie leads up to that moment, which in its original context as a two-part play about the passing of power from Henry IV (John Gielgud) to his son might come off more as a sad footnote about a supporting character.

The movie is famous for its ahead-of-its-time depiction of the Battle of Shrewsbury, filmed in chaotic fragments that nonetheless cohere into a vision of the horrific nonsense of war. Pauline Kael pointed out that the sequence was the only one in the film in which Welles could use editing as an artist rather than as a magician trying to misdirect us from budget problems. Itâ€™s ferocious and saddening without an ounce of schmaltz, leading up to the duel between Hal and the rebellious Hotspur (Norman Rodway). The movie gives the impression that this is either the first life Hal has taken or the first one that means something to him, and it sets the stage for his maturing and his rejection of his surrogate father. Thus does war destroy anything decent in its path.

Welles said that the movie was less a study of the passing of Falstaff than of the passing of a way of thinking about England. Chimes at Midnight, whose very title resounds with awareness of mortality, is stylistically a bleak and cold vision, with steam often visible on the actorsâ€™ breath in the frigid air. At one point, John Gielgudâ€™s ailing Henry IV exhales steam through his nose disdainfully, like a dragon in repose. In opposition to this is the warmth of Falstaff, who in this telling is only incidentally a clown, waddling into battle in his armor and then hiding behind bushes. Falstaffâ€™s â€ścowardlyâ€ť response to war seems the only sane reaction to it, and his subsequent attempt to take credit for killing Hotspur reads as a way for him not to gain glory but to forestall the reality that Hal is no longer the Hal he knew.